These Terms of Service (the "Terms") are a binding agreement between Scanvato Labs LLC, a Texas limited liability company ("Scanvato Labs", "we", "us" or "our"), which operates Bay2Bill, and the business that creates or uses a Bay2Bill account (the "Shop", "you" or "your"), together with every person who signs in under that Shop's account (each a "User").
By creating an account, checking the box to accept these Terms, or using Bay2Bill, you agree to these Terms, our Privacy Policy, our Data Processing Agreement, our Refund & Cancellation Policy and our Copyright Policy, which are part of these Terms. If you are accepting on behalf of a business, you confirm that you have authority to bind it. If you do not agree, do not use Bay2Bill.
1. The service
Bay2Bill is an online, business-to-business application that helps repair shops and similar service businesses manage customers, vehicles, estimates, work orders, invoices and payment records (the "Service"). The Service is offered for business use only; it is not offered to consumers for personal, family or household purposes.
We may improve, change or remove features of the Service from time to time. If we remove a feature that is material to how you use the Service, we will give you reasonable notice where practical.
2. Accounts and security
- Eligibility. You must be at least 18 years old and able to form a binding contract. The Shop must be a lawfully operating business.
- Accurate information. You must give us accurate account information and keep it up to date.
- Account owner. The Shop's owner account controls the Shop's account, can add or remove Users, and is responsible for everything done under the Shop's account.
- Credentials. Keep passwords and two-factor authentication devices secure and do not share logins. Tell us immediately at support@bay2bill.com if you suspect unauthorized access.
- Our access. We may access your account to provide support, maintain the Service, investigate misuse, or comply with law.
3. Acceptable use
You agree not to, and not to let anyone else:
- create false, misleading or fraudulent invoices, estimates or records, or use the Service to deceive customers, insurers, lenders or tax authorities;
- break any law, including consumer-protection, auto-repair, tax, privacy, anti-spam and anti-discrimination laws;
- upload data you have no right to use, or content that is unlawful, infringing, harassing or malicious (see our Copyright Policy for how to report infringing content and our repeat-infringer policy);
- send unsolicited bulk email through the Service;
- probe, scan or test the Service's vulnerabilities, bypass security or tenant isolation, or access another Shop's data;
- overload, disrupt, scrape or reverse engineer the Service, except where the law does not allow this restriction;
- resell, sublicense or provide the Service to third parties as a service bureau without our written permission.
4. Your data
- Ownership. As between you and us, you own the data you and your Users put into the Service, including your customers' information ("Shop Data").
- Our license to Shop Data. You grant us a limited license to host, process, copy and display Shop Data only as needed to provide, secure and support the Service, and as described in our Data Processing Agreement.
- Your responsibilities. You are responsible for the accuracy of Shop Data, for having a lawful basis and any notices or consents required to give us your customers' information, and for the content of documents you issue to your customers.
- Invoices and tax. Bay2Bill calculates totals based on the settings and amounts you enter. You are responsible for reviewing every document before you issue it and for charging, collecting and reporting the correct taxes and fees.
- Aggregated data. We may use de-identified, aggregated usage data that does not identify you, your Users or your customers to operate and improve the Service.
- Backups. We take reasonable steps to protect Shop Data, but you should keep your own copies of records you are legally required to retain.
5. Fees and payment
If your plan has fees, you agree to pay them as described in your order, plan page or invoice from us, and under our Refund & Cancellation Policy. Fees are exclusive of taxes, which you are responsible for (except taxes on our income). We may change fees for future billing periods with at least 30 days' notice. Late or failed payments may lead to suspension under Section 7.
Pilot or trial access may be provided free or at a reduced price, may be time-limited, and may be ended by us at any time.
6. Service availability and support
- Availability target. We aim for the Service to be available 99.5% of the time each calendar month, excluding scheduled maintenance, emergency maintenance, and events outside our reasonable control. This is a target, not a guarantee, and missing it does not entitle you to damages. Any service credit is at our discretion as described in the Refund & Cancellation Policy.
- Maintenance. We try to schedule maintenance outside typical U.S. shop hours and to give advance notice of planned downtime that we expect to be significant.
- Support. Support is provided by email at support@bay2bill.com and through the contact form at bay2bill.com. We aim to respond within two business days (U.S. Central Time). Response targets are goals, not guarantees.
- Third-party services. Some features rely on third parties (for example, email delivery and vehicle-data lookups). We are not responsible for their availability or accuracy. VIN decoding and similar lookups are provided as a convenience and may be incomplete or wrong; you must verify vehicle information.
7. Suspension and termination
- By you. You may stop using the Service and cancel at any time as described in the Refund & Cancellation Policy.
- By us. We may suspend or terminate your access, with notice where reasonable, if you breach these Terms, fail to pay, create a security or legal risk, or use the Service fraudulently. We may also discontinue the Service or your plan with at least 30 days' notice.
- Your data after termination. For 30 days after termination (unless termination was for fraud or illegal activity, or the law prevents it), you may ask us for an export of your Shop Data in a commonly used format. After that period we may delete Shop Data in line with our Data Processing Agreement and Privacy Policy, except where we must keep it by law.
- Survival. Sections 4, 5 (for amounts owed), 8, 9, 10, 11, 12 and 14 survive termination.
8. Intellectual property
We and our licensors own the Service, the Bay2Bill name and logo, and all related software, designs and documentation. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right for your Users to use the Service for your internal business purposes during your subscription. If you send us feedback or suggestions, we may use them without restriction or obligation to you.
9. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, SCANVATO LABS LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA WILL NOT BE LOST, OR THAT CALCULATIONS, VEHICLE DATA OR DOCUMENTS PRODUCED BY THE SERVICE WILL MEET ANY LEGAL, TAX OR REGULATORY REQUIREMENT THAT APPLIES TO YOU. BAY2BILL IS NOT LEGAL, TAX OR ACCOUNTING ADVICE.
10. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
- No indirect damages. NEITHER SCANVATO LABS LLC NOR ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
- Cap. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100).
- Basis of the bargain. These limits apply to every theory of liability (contract, tort, negligence, strict liability or otherwise) and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law.
11. Indemnification
You will defend, indemnify and hold harmless Scanvato Labs LLC and its members, managers, employees and contractors from and against any claims, losses, damages, fines, chargeback fees and expenses (including reasonable attorneys' fees) arising from: (a) Shop Data or the documents you issue; (b) your or your Users' use of the Service in breach of these Terms or the law; (c) disputes between you and your customers; or (d) payment disputes or chargebacks you initiate without good cause.
12. Disputes, governing law and arbitration
Please read this section carefully. It affects how disputes are resolved.
- Governing law. These Terms are governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- Informal resolution first. Before starting arbitration, a party must send the other a written notice describing the dispute and try in good faith to resolve it for 30 days. Notices to us go to support@bay2bill.com.
- Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat and venue of arbitration will be Collin County, Texas, and hearings may be held by video. The Federal Arbitration Act governs this section. Judgment on the award may be entered in any court with jurisdiction.
- Class-action waiver. Disputes will be resolved only on an individual basis. Neither party may bring or take part in a class, collective, consolidated or representative action or arbitration.
- Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information or to stop unauthorized use of the Service.
- Courts. For any matter not subject to arbitration, the state and federal courts located in Collin County, Texas have exclusive jurisdiction, and each party consents to them.
- Time limit. To the extent permitted by law, any claim must be brought within one year after it arises.
13. Changes to these Terms
We may update these Terms, the Privacy Policy, the Data Processing Agreement or the Refund & Cancellation Policy from time to time. We will post the updated version with a new version number and effective date, and record it in our changelog.
- Material changes. For changes that materially affect your rights (for example, to fees, liability, dispute resolution or how we use data), we will notify the account owner by email at least 30 days before they take effect, unless a shorter period is required by law or for security reasons. We may ask you to accept the updated terms the next time you sign in. If you do not accept, you may cancel before the effective date, and you will not be able to keep using the Service after it.
- Other changes. For non-material changes (for example, clarifications or new features), the updated version takes effect when posted. Continuing to use the Service after that means you accept it.
14. General
- International use. The Service is operated from the United States. If you use it from another country, you are responsible for complying with local laws, and you understand your data will be processed as described in our Privacy Policy and Data Processing Agreement.
- Export and sanctions. You confirm you are not located in, or controlled by a person in, a country or region subject to comprehensive U.S. sanctions, and you are not on any U.S. government restricted-party list. You will not use the Service in violation of U.S. export or sanctions laws.
- Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control, including outages of hosting, network or email providers, natural disasters, labor disputes, government action or cyberattacks.
- Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets, or to an affiliate.
- Entire agreement. These Terms (with the documents they incorporate and any signed order) are the entire agreement between us about the Service. If a signed order conflicts with these Terms, the order controls for that conflict.
- Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. Failing to enforce a provision is not a waiver.
- Independent parties. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
- Notices. We may send notices to the account owner's email address or through the Service. You may send notices to support@bay2bill.com.
- Electronic acceptance. Clicking to accept, or using the Service, is your electronic signature and has the same effect as a written signature.
15. Contact
Scanvato Labs LLC (operator of Bay2Bill)
3808 Smoke Tree Ln, McKinney, TX 75070
Email: support@bay2bill.com